SEC Filings

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THE EXCHANGE OFFER
Resales Without Further
Registration............. We believe that the new notes issued pursuant to
the exchange offer may be offered for resale,
resold or otherwise transferred by you without
compliance with the registration and prospectus
delivery provisions of the Securities Act of 1933,
as amended, provided that:
- you are acquiring the new notes issued in the
exchange offer in the ordinary course of your
business;
- you have not engaged in, do not intend to
engage in, and have no arrangement or
understanding with any person to participate
in, the distribution of the new notes issued to
you in the exchange offer, and;
- you are not our "affiliate," as defined under
Rule 405 of the Securities Act.
Each of the participating broker-dealers that
receives new notes for its own account in exchange
for original notes that were acquired by such
broker or dealer as a result of market-making or
other activities must acknowledge that it will
deliver a prospectus in connection with the resale
of the new notes.
Expiration Date............ 5:00 p.m., New York City time, on February , 2000
unless we extend the exchange offer.
Exchange and Registration
Rights Agreements........ You have the right to exchange the original notes
that you hold for new notes with substantially
identical terms. This exchange offer is intended to
satisfy these rights. Once the exchange offer is
complete, you will no longer be entitled to any
exchange or registration rights with respect to
your original notes.
Accrued Interest on the New
Notes and Original
Notes.................... The new notes will bear interest from January 12,
2000. Holders of original notes which are accepted
for exchange will be deemed to have waived the
right to receive any payment in respect of interest
on such original notes accrued to the date of
issuance of the new notes.
Conditions to the Exchange
Offer.................... The exchange offer is conditioned upon certain
customary conditions which we may waive and upon
compliance with securities laws.
Procedures for Tendering
Original Notes........... Each holder of original notes wishing to accept the
exchange offer must:
- complete, sign and date the letter of
transmittal, or a facsimile of the letter of
transmittal; or
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